UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2018
PERCEPTRON,
INC.
(Exact name of registrant as specified in its charter)
| Michigan | 0-20206 | 38-2381442 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 47827 Halyard Drive, Plymouth, MI | 48170-2461 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code | (734) 414-6100 |
| Not applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 9, 2018, Perceptron, Inc. (the “Company”) entered into the Fourth Amendment to Standstill Agreement (the “Standstill Agreement Amendment”) with Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation (collectively, “Harbert”), which amended the Standstill Agreement, dated August 9, 2016, between the Company and Harbert. The Company also entered into the Fourth Amendment to Voting Agreement (the “Voting Agreement Amendment”) with Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Moab”) on August 9, 2018, which amended the Voting Agreement, dated August 9, 2016, between the Company and Moab. The Standstill Agreement Amendment and the Voting Agreement Amendment extend the term of the Standstill Agreement and Voting Agreement until thirty days prior to the deadline for a shareholder to submit nominations at the 2019 Annual Meeting of Shareholders of the Company.
The foregoing description of the Standstill Agreement Amendment and the Voting Agreement Amendment is not complete and is qualified in its entirety by reference to the Standstill Agreement Amendment and the Voting Agreement Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference.
Item 9.01. Financial Statements and Exhibits
| D. | Exhibits. |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERCEPTRON, INC. | ||
| Date: August 14, 2018 | /s/ David L. Watza | |
| By: David L. Watza | ||
| Its: President, Chief Executive Officer and Chief Financial Officer | ||
| 3 |
EXHIBIT INDEX
4
Exhibit 10.1
FOURTH AMENDMENT TO
STANDSTILL AGREEMENT
This Fourth Amendment to Standstill Agreement (this “Amendment”) is effective as of August 9, 2018 by and between Perceptron, Inc., a Michigan corporation (the Company”) and Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc. and Harbert Management Corporation (collectively, the “Holders”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).
RECITALS
WHEREAS, the Company and the Holders are parties to that certain Standstill Agreement dated as of August 9, 2016, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017 and the Third Amendment to Standstill Agreement dated as of December 18, 2017 (the “Agreement”); and
WHEREAS, the parties wish to further amend the Agreement as set forth herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Section 9(a) of the Agreement shall be amended and restated to read as follows:
(a) This Agreement is effective as of the date hereof and shall remain in full force and effect for the period (the “Covered Period”) commencing on the date hereof and ending on the earlier of (i) date that is thirty (30) days prior to the deadline for a shareholder to submit nominations at the 2019 Annual Meeting of the Shareholders of Perceptron in accordance with the provisions set forth in Perceptron’s Bylaws in effect at such time, or (ii) the termination of this Agreement as set forth in Section 9(b)(ii).
2. If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.
3. Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.
4. This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.
[Signature Page Follows]
| 1 |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.
| Perceptron, Inc. | |||
| By: | /s/ David L. Watza | ||
| Name: David L. Watza | |||
| Title: President and Chief Executive Officer | |||
| HARBERT DISCOVERY FUND, LP | |||
| By: Harbert Discovery Fund GP, LLC | |||
| By: | /s/ Kevin A. McGovern | ||
| Name: Kevin A. McGovern | |||
| Title: Vice President and Associate General Counsel | |||
| HARBERT DISCOVERY FUND, GP, LLC | |||
| By: | /s/ Kevin A. McGovern | ||
| Name: Kevin A. McGovern | |||
| Title: Vice President and Associate General Counsel | |||
| HARBERT FUND ADVISORS, INC. | |||
| By: | /s/ John W. McCullough | ||
| Name: John W. McCullough | |||
| Title: Executive Vice President and General Counsel | |||
| HARBERT MANAGEMENT CORPORATION | |||
| By: | /s/ John W. McCullough | ||
| Name: John W. McCullough | |||
| Title: Executive Vice President and General Counsel | |||
2
Exhibit 10.2
FOURTH AMENDMENT TO
VOTING AGREEMENT
This Fourth Amendment to Voting Agreement (this “Amendment”) is effective as of August 9, 2018 by and between Perceptron, Inc., a Michigan corporation (the Company”) and Moab Partners, L.P. and Moab Capital Partners, LLC (collectively, the “Holders”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement (as defined below).
RECITALS
WHEREAS, the Company and the Holders are parties to that certain Voting Agreement dated as of August 9, 2016, as amended by the First Amendment to Voting Agreement dated as of November 17, 2016, the Second Amendment to Voting Agreement dated as of May 31, 2017 and the Third Amendment to Voting Agreement dated as of December 18, 2017 (the “Agreement”);
WHEREAS, the term of the Agreement is tied to the term of a certain Standstill Agreement dated as of August 9, 2016, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017 and the Third Amendment to Standstill Agreement dated as of December 18, 2017 (the “Standstill Agreement”) and whereas the Standstill Agreement is being extended pursuant to a Fourth Amendment to Standstill Agreement and therefore the term of the Agreement is being extended for a co-terminus period; and
WHEREAS, the parties wish to further amend the Agreement as set forth herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Section 8 of the Agreement shall be amended and restated to read as follows:
8. Termination. This Agreement is effective as of the date hereof and shall remain in full force and effect until the termination of the Standstill Agreement, as amended by the Fourth Amendment to Standstill Agreement (the “Covered Period”).
2. If there is any inconsistency or ambiguity between this Amendment and the Agreement, this Amendment shall control in all respects.
3. Except as is specifically set forth in this Amendment, the remaining provisions of the Agreement are not otherwise modified or amended, and all such provisions of the Agreement shall remain in full force and effect.
4. This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, and each of which, when so executed, shall be deemed an original, and all such counterparts shall constitute one and the same instrument.
[Signature Page Follows]
| 1 |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.
| Perceptron, Inc. | |||
| By: | /s David L. Watza | ||
| Name: David L. Watza | |||
| Title: President and Chief Executive Officer | |||
| MOAB PARTNERS, L.P. | |||
| By: | /s/ Michael Rothenberg | ||
| Name: Michael Rothenberg | |||
| Title: General Partner of Moab GP LLC the | |||
| General Partner of Moab Partners, LP | |||
| MOAB CAPITAL PARTNERS, LLC | |||
| By: | /s/ Michael Rothenberg | ||
| Name: Michael Rothenberg | |||
| Title: President | |||
2
Exhibit 10.3
AMENDMENT TO JOINDER AGREEMENT
This Amendment to Joinder Agreement (the “Agreement”), dated as of August 9, 2018, is delivered pursuant to the Non-Disclosure Agreement (the “Confidentiality Agreement”), dated August 9, 2016, by and between Perceptron, Inc. (the “Company”), Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc., Harbert Management Corporation and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the “Standstill Agreement”), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017, the Third Amendment to Standstill Agreement dated as of December 18, 2017 and the Fourth Amendment to Standstill Agreement dated as for August 9, 2018.
By executing and delivering this Agreement, the undersigned hereby agrees to remain a party to the Standstill Agreement and to remain fully bound by, and subject to, all of the covenants, terms and conditions of the Standstill Agreement as amended, as though an original party to such agreement and shall be deemed a Holders Director for all purposes of such agreement.
| /s/ John F. Bryant | ||
| John F. Bryant |
Exhibit 10.4
AMENDMENT TO JOINDER AGREEMENT
This Amendment to Joinder Agreement (the “Agreement”), dated as of August 9, 2018, is delivered pursuant to the Non-Disclosure Agreement (the “Confidentiality Agreement”), dated August 9, 2016, by and between Perceptron, Inc. (the “Company”), Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc., Harbert Management Corporation and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the “Standstill Agreement”), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017, the Third Amendment to Standstill Agreement dated as of December 18, 2017 and the Fourth Amendment to Standstill Agreement dated as for August 9, 2018.
By executing and delivering this Agreement, the undersigned hereby agrees to remain a party to the Standstill Agreement and to remain fully bound by, and subject to, all of the covenants, terms and conditions of the Standstill Agreement as amended, as though an original party to such agreement and shall be deemed a Holders Director for all purposes of such agreement.
| /s/ James A. Ratigan | ||
| James A. Ratigan |
Exhibit 10.5
AMENDMENT TO JOINDER AGREEMENT
This Amendment to Joinder Agreement (the “Agreement”), dated as of August 9, 2018, is delivered pursuant to the Non-Disclosure Agreement (the “Confidentiality Agreement”), dated August 9, 2016, by and between Perceptron, Inc. (the “Company”), Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors Inc., Harbert Management Corporation and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the “Standstill Agreement”), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, as amended by the First Amendment to Standstill Agreement dated as of November 17, 2016, the Second Amendment to Standstill Agreement dated as of May 31, 2017, the Third Amendment to Standstill Agreement dated as of December 18, 2017 and the Fourth Amendment to Standstill Agreement dated as for August 9, 2018.
By executing and delivering this Agreement, the undersigned hereby agrees to remain a party to the Standstill Agreement and to remain fully bound by, and subject to, all of the covenants, terms and conditions of the Standstill Agreement as amended, as though an original party to such agreement and shall be deemed a Holders Director for all purposes of such agreement.
| /s/ William C. Taylor | ||
| William C. Taylor |